Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse in equal annual installments in whole amounts over a five-year period, at the rate of 20% per year commencing one year from the date of the award.

(2)

Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions lapse as to 25% one year from the date of the award, 25% two years from the date of the award, and 50% three years from the date of the award.

(3)

Payment of exercise price and tax liability associated with the exercise of stock options.

(4)

Payment of tax liability associated with restricted stock.

(5)

These options were granted under an option plan of The Kroger Co. and vested in equal annual installments in whole share amounts over a three-year period, at the rate of one-third per year commencing one year after the date of grant, with the remainder vesting three years from the date of grant.

(6)

These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.